CORRECTION: Notice of Annual General Meeting in Vostok Nafta Investment Ltd

Vostok Nafta Investment Ltd 

11.04.2012 15:33
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Stockholm, 2012-04-11 15:33 CEST (GLOBE NEWSWIRE) -- 
Correction to previously published notice to AGM: The correct venue for the AGM
is Kreugersalen, Tändstickspalatset, Västra Trädgårdsgatan 15, Stockholm,
Sweden. 



Notice is hereby given to the holders of depository receipts in respect of
shares in Vostok Nafta Investment Ltd (the 'Company') that an Annual General
Meeting of shareholders shall be held on Wednesday, May 9, 2012 at 3:00 pm in
Kreugersalen at Tändstickspalatset, Västra Trädgårdsgatan 15 in Stockholm,
Sweden. 



Notice to attend etc.

Holders of depository receipts wishing to attend the Annual General Meeting
shall: 

  1. be listed in the register of holders of depository receipts kept by
     Euroclear Sweden AB on Thursday, May 3, 2012; and
  2. notify the Company of the intention to attend the General Meeting not later
     than Friday, May 4, 2012 at 1:00 pm by mail at the address Annual General
     Meeting, Vostok Nafta, c/o Computershare, Box 610, SE-182 16 Danderyd,
     Sweden, by telephone +46 8 518 015 52, by fax +46 8 588 04 201 or by e-mail
     to agm2012@vostoknafta.com. The holder of depository receipts shall state
     his name, personal or company identification number, address as well as
     telephone number. If a holder of depository receipts intends to be
     represented by proxy, the name of the proxy holder shall be stated.

Holders of depository receipts which hold their receipts through nominees (Sw.
förvaltare) must request a temporary registration of the voting rights in order
to be able to participate at the General Meeting. Holders of depository
receipts that want to obtain such registration must contact the nominee
regarding this well in advance of Thursday, May 3, 2012. 

Voting forms will be distributed to the holders that have complied with the
above requirements and the voting form must be brought to the Annual General
Meeting. 



Proposed agenda

1. Election of Chairman for the Meeting.

2. Preparation and approval of voting list.

3. Approval of the agenda.

4. Election of one or two persons to check and sign the minutes.

5. Resolution that the Meeting has been duly convened.

6. Presentation by the Managing Director.

7. Presentation of the annual report and the auditor's report as well as the
consolidated annual report and the consolidated auditor's report. 

8. Resolution in respect of

a) the adoption of the profit and loss account and the balance sheet as well as
the consolidated profit and loss account and the consolidated balance sheet;
and 

b) the appropriation of the Company's results according to the adopted balance
sheet. 

9. Determination of the number of Directors and auditors.

10. Determination of remuneration to the Directors and the auditors.

11. Election of Directors and auditors.

12. Resolution to appoint the Nomination Committee.

13. Resolution regarding remuneration principles for the senior management.

14. Closing of the Meeting.



Chairman for the Meeting (item 1)

The Nomination Committee, consisting of Ian H. Lundin, Lorito Holdings
(Guernsey) Ltd; Leif Thörnvall, Alecta and Albert Hæggström, Alfred
Berg/Länsförsäkringar; proposes that Per Nyberg, attorney-at-law, is elected as
Chairman for the Meeting. 



The appropriation of the Company's results (item 8b)

The Board of Directors propose that no dividend shall be paid for the financial
year 2011. 



Election of Directors etc. (items 9-11)

The Nomination Committee proposes that the Board of Directors shall consist of
eight Directors. The Nomination Committee proposes, for the period until the
next Annual General Meeting, the re-election of all of the current Directors:
Al Breach, Per Brilioth, Paul Leander-Engström, Lukas H. Lundin, William A.
Rand, Robert J. Sali, C. Ashley Heppenstall and Lars O Grönstedt. The
Nomination Committee proposes that the Meeting shall appoint Lukas H. Lundin to
be Chairman of the Board. 

The Nomination Committee proposes a total Board remuneration (including
remuneration for the work within the committees of the Board) of SEK 1,490,000
(unchanged), allocated as follows: The remuneration to the Board shall be in
total SEK 1,150,000, of which SEK 250,000 shall be allocated to the Chairman of
the Board and SEK 150,000 to each of the other Directors who are not employed
by the Company. The Nomination Committee proposes a total of SEK 195,000 for
work within the Audit Committee, of which SEK 85,000 shall be allocated to the
Chairman and SEK 55,000 to each of the other members, a total of SEK 70,000 for
work within the Compensation Committee, of which SEK 30,000 shall be allocated
to the Chairman and SEK 20,000 to each of the other members, and a total of SEK
75,000 for work within the Investment Committee, of which SEK 45,000 shall be
allocated to the Chairman and SEK 30,000 to each of the other members.
Remuneration for work within the Board's committees shall only be paid to
Directors who are not employed by the Company. 

In addition, a maximum amount of USD 300,000 is proposed to be allocated to the
Board for remuneration of Namdo Management for management and investor
relations services rendered. Namdo Management is a company controlled by
Chairman of the Board Lukas H. Lundin. 

Finally, it is proposed that the Company's auditors PricewaterhouseCoopers AB
be re-elected until the end of the next Annual General Meeting and remunerated
upon approval of their invoice. 



Nomination Committee (item 12)

The Nomination Committee proposes a procedure for appointing the Nomination
Committee for the purposes of the Annual General Meeting in 2013, as per the
following: 

A Nomination shall be established consisting of representatives from the three
largest shareholders in the Company. The ownership shall be based on the
shareholding statistics from the Swedish central securities depository
Euroclear Sweden AB as per the last business day in August 2012. The names of
the members of the Nomination Committee shall be announced as soon as they have
been appointed, which shall take place no later than six months prior to the
Annual General Meeting in 2013. In case of a material change in ownership prior
to completion of the work to be performed by the Nomination Committee, it shall
be possible to change the composition of the Nomination Committee. The
Nomination Committee's mandate period extends up to the appointment of a new
Nomination Committee. The Nomination Committee shall appoint a Chairman among
themselves. If the representatives cannot agree upon appointment of Chairman,
the representative representing the shareholder with the largest number of
votes shall be appointed as Chairman. The Nomination Committee shall prepare
proposals for the following decisions at the Annual General Meeting in 2013:
(i) election of the Chairman for the Meeting, (ii) election of Directors, (iii)
election of the Chairman of the Board of Directors, (iv) remuneration to the
Directors, (v) election of the Company's auditors and (vi) compensation to the
Company's auditors, and (vii) proposal for how to conduct the nomination
process for the Annual General Meeting in 2014. 



Remuneration principles for the senior management (item 13)

The Board of Directors proposes that the General Meeting resolves to approve
the following management remuneration principles etc. The remuneration to the
Managing Director and other members of the senior management shall consist of
fixed salary, variable remuneration, other benefits and pension benefits.
Except for the Managing Director, the senior management currently includes two
individuals. The total remuneration shall correspond to the prevailing market
conditions and be competitive. The fixed and variable remuneration shall
correspond to the respective individual's responsibility and authority. The
variable component should, in the first instance, be covered within the
parameters of the Company's option plan and shall, where payable in other
instances, be subject to an upper limit in accordance with market terms and
specific objectives for the Company and/or the individual. The period of notice
of termination of employment shall be three to six months in the event of
termination by the member of the senior management. In the event of termination
by the Company, the total of the period of notice of termination and the period
during which severance compensation is payable shall not exceed 12 months.
Pension benefits shall be either benefit-based or contribution-based or a
combination thereof, with individual retirement ages. Benefit-based pension
benefits are conditional on the benefits being earned during a pre-determined
period of employment. The Board of Directors shall be entitled to deviate from
these guidelines in individual cases should special reasons exist. 



Miscellaneous

The annual accounts, auditors' report and complete proposals under item 13
above will be available at the Company's office at Hovslagargatan 5 in
Stockholm, Sweden and at its website www.vostoknafta.com. 



Stockholm in April 2012



PARETO ÖHMAN AB



THE BOARD OF DIRECTORS OF VOSTOK NAFTA INVESTMENT LTD
News Source: NASDAQ OMX



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Language:     English
Company:      Vostok Nafta Investment Ltd
              
               
              Sweden
Phone:        
Fax:          
E-mail:       
Internet:     
ISIN:         SE0002056721
WKN:          
 
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